for the Board of Directors of Otello. The purpose of these The Executive Team conducts an annual strategy meet-
rules of procedure is to set out rules on the work and ing with the Board of Directors. The strategy meeting
administrative procedures of the Board of Directors of focuses on products, sales, marketing, financial and or-
Otello. The Board of Directors shall, among other things, ganizational matters, and the corporate development
ensure that the Company’s business activities are sound- strategy for the Group.
units must comply. The Group has established processes Board of Directors has approved an Investor Relations
and a variety of control measures that will ensure quality policy. A primary goal of Otello’s investor relations activ-
assurance of financial reporting. A series of risk assess- ities is to provide investors, capital-market players, and
ments and control measures have been established in shareholders with reliable, timely and balanced informa-
tion for investors, lenders and other interested parties in
the securities market, to enhance their understanding of
The CFO is responsible for (i) the ongoing financial re- our operations.
porting and for implementing sufficient procedures to
prevent errors in the financial reporting, (ii) identifying, Remuneration of the Board of Directors
assessing and monitoring the risk of significant errors in Remuneration for members of the Board of Directors is a
the Group’s financial reporting, and (iii) implementing fixed annual sum proposed by the Nomination Commit-
appropriate and effective internal controls in accordance tee and approved at the Annual General Meeting. The
with specified group requirements and for ensuring com- remuneration reflects the responsibility, qualifications,
pliance with local laws and requirements. All interim fi- time commitment and complexity of the tasks in gener-
nancial statements are analyzed and assessed relative to al. No members of the Board of Directors (or any compa-
connection with the preparation of financial statements.
ly organized, supervise the Company’s day-to-day man-
agement, draw up plans and budgets for the Company’s The Board of Directors has ensured that the Company has
activities, keep itself informed on the financial position sound internal control and systems for risk management
of the Company, and be responsible for ensuring that the that are appropriate in relation to the extent and nature
Company’s activities, accounts, and asset management of the Company’s activities. The Company has performed
are subject to adequate control. In its supervision of the a scoping of the financial risks in the Company and has
business activities of Otello, the Board of Directors will established written control descriptions and process
ensure that:
descriptions. The controls are executed on a monthly,
quarterly or yearly basis, depending on the specific con-
trol. The internal controls and systems also encompass
the Company’s corporate values, ethical guidelines, and
guidelines for corporate social responsibility. The Board
of Directors carries out an annual review of the Compa-
• The Chief Executive Officer uses proper and effective
management and control systems, including systems
for risk management, which continuously provide a
satisfactory overview of Otello’s risk exposure.
budgets, forecasts, and historical trends.
ny associated with such member) elected by the share-
holders have assumed special tasks for the Company
Critical issues and events that affect the future develop- beyond what is described in this document, and no such
ment of the business and optimal utilization of resources member (or any company associated with such member)
are identified, and action plans are put in place, if necessary. has received any compensation from Otello other than
ordinary Board of Directors remuneration. The remuner-
The Audit Committee oversees the process of financial ation of the Board of Directors has historically not been
reporting and ensures that the Group’s internal controls linked to the Company's performance. The Company has
and the risk management systems are operating effec- historically not granted share options to the members of
tively. The Audit Committee performs a review of the the Board of Directors. However, the extraordinary gen-
half-yearly and annual financial statements, which ulti- eral meeting on 15 September 2025 approved the grant
• The control functions work as intended and necessary ny’s most important areas of exposure to risk and its in-
measures are taken to reduce extraordinary risk expo- ternal control arrangements. In 2025, all Board members
sure.
confirmed that they had read and complied with the
Code of Conduct during the term of their directorship.
• There exist satisfactory routines to ensure the fol-
low-up of principles and guidelines adopted by the
Board of Directors in relation to ethical behavior,
conformity to law, health, safety and working envi-
ronment, and social responsibility.
The Group’s CFO is responsible for the Group’s control
functions for risk management and internal control. Otel-
lo publishes two interim financial statements in addition
to the annual report. The financials are published on the
• Otello has a competent finance department and
mately are approved by the Board of Directors.
of share options to each member of the Board of Direc-
tors, which are tied to the sale or disposition of Otello’s
shares in Bemobi. See Section 3 of the Remuneration Re-
accounting systems, capable of producing reliable and Oslo Stock Exchange. Given the importance of providing
on-time financial reports.
accurate financial information, a centralized corporate
control function and risk management function has been
established consisting of the CFO. The CFO’s tasks are,
among other things, to perform management’s risk as-
sessment and risk monitoring across the group’s activi-
Other guidelines and policies
• Directives from the external auditor are obeyed and
that the external auditor’s recommendations are
given proper attention.
As an extension of the general principles and guidelines, port for a summary of the main conditions of the share
Otello has drawn up additional guidelines.
options. The options were proposed by the Nomination
Committee and approved by the shareholders and nei-
ther the Company nor the members of the Board of Di-
Information security guidelines
The Board of Directors carries out an annual review of ties, to administer the Company’s value-based manage-
the Company's most important areas of exposure to risk ment system and to coordinate planning and budgeting
and its internal control arrangements.
processes and internal controls reporting to the Board of
Directors and Executive Team.
tingency plans, etc.
Executive Team
Otello’s Board of Directors has drawn up instructions The finance department prepares financial reporting for
for the Executive Team of the Company. The purpose of the Group and ensures that reporting is in accordance with
these instructions is to clarify the powers and responsi- applicable laws, accounting standards, established ac-
bilities of the members of the Executive Team and their counting principles and the Board’s guidelines. The finance
Otello is committed to reporting financial results and capped and again; this has been proposed by the Nom-
other relevant information based on openness and tak- ination Committee and approved by the shareholders.
ing into account the requirement for equal treatment of Any change to the remuneration of the Board of Direc-
all participants in the securities market. To ensure that tors is approved by the General Meeting. All remunera-
correct information is made public, as well as ensuring tion to the Board of Directors is disclosed in Note 3 to the
equal treatment and flow of information, the Company’s Annual Report.
duty of confidentiality.
department provides a set of procedures and processes
detailing the requirements with which local reporting
78
Otello Corporation ASA - Annual Report 2025
Otello Corporation ASA - Annual Report 2025 79
